Filed by Bowne Pure Compliance





Exhibit 10.2




 






AMENDMENT TO LOAN DOCUMENTS

 






THIS AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of May 31, 2008, by and
between A.C. MOORE ARTS & CRAFTS, INC., a Pennsylvania corporation with an address of 130 A.C.
Moore Drive, Berlin, New Jersey 08009, A.C. MOORE INCORPORATED, a Virginia corporation, with an
address of 130 A.C. Moore Drive, Berlin, New Jersey 08009, MOORESTOWN FINANCE, INC., a Delaware
corporation, with an address of 103 Foulk Road, Suite 200, Wilmington, Delaware 19803, BLACKWOOD
ASSETS, INC., a Delaware corporation, with an address of 103 Foulk Road, Suite 200, Wilmington,
Delaware 19803, and A.C. MOORE URBAN RENEWAL, LLC, a New Jersey limited liability company, with an
address of 130 A.C. Moore Drive, Berlin, New Jersey 08009 (the “Borrower”), and WACHOVIA
BANK, NATIONAL ASSOCIATION (the “Bank”) with an address at 190 River Road, Summit, New
Jersey 07901.



BACKGROUND




A. The Borrower has executed and delivered to the Bank one or more promissory notes, letter
agreements, loan agreements, security agreements, mortgages, pledge agreements, collateral
assignments, and other agreements, instruments, certificates and documents, some or all of which
are more fully described on attached Exhibit A, which is made a part of this Amendment
(each as amended from time to time, a “Loan Document”; and collectively the “Loan
Documents”) which evidence or secure some or all of the Borrower’s obligations to the Bank for
one or more loans or other extensions of credit (the “Obligations”).



B. The Borrower and the Bank desire to amend the Loan Documents as provided for in this
Amendment.



NOW, THEREFORE, in consideration of the mutual covenants herein contained and intending to be
legally bound hereby, the parties hereto agree as follows:



1. Certain of the Loan Documents are amended as set forth in Exhibit A. Any and all
references to any Loan Document in any other Loan Document shall be deemed to refer to such Loan
Document as so amended by this Amendment. This Amendment is deemed incorporated into each of the
Loan Documents. Any initially capitalized terms used in this Amendment without definition shall
have the meanings assigned to those terms in the Loan Documents. To the extent that any term or
provision of this Amendment is or may be inconsistent with any term or provision in any Loan
Document, the terms and provisions of this Amendment shall control.



2. The Borrower hereby certifies that: (a) all of its representations and warranties in the
Loan Documents, as amended by this Amendment or amended and restated by the $30MM Restated Note and
the Restated Loan Agreement, are, except as may otherwise be stated in this Amendment, and except
for the change in the chief executive office of each Borrower (the current address of each Borrower
appearing at the beginning of this Amendment), and except for the change in the jurisdiction of
organization of A.C. Moore Incorporated to the Commonwealth of Virginia (i) true and correct as of
the date of this Amendment except those specifically made as of an earlier date, (ii) ratified and
confirmed without condition as if made anew except those specifically made as of an earlier date,
and (iii) incorporated into this Amendment by reference, (b) no Default or event which, with the
passage of time or the giving of notice or both, would constitute a Default, exists under any Loan
Document which will not be cured by the execution and effectiveness of this Amendment, (c) no
consent, approval, order or authorization of, or registration or filing with, any third party is
required in connection with the execution, delivery and carrying out of this Amendment or, if
required, has been obtained, and (d) this Amendment
has been duly authorized, executed and delivered so that it constitutes the legal, valid and
binding obligation of the Borrower, enforceable in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, moratorium or similar laws related to or
limiting creditor’s rights generally or equitable principles related thereto. The Borrower
confirms that the Obligations remain outstanding without defense, set off, counterclaim, discount
or charge of any kind as of the date of this Amendment.


 


 









 





3. The Borrower hereby confirms that any collateral for the Obligations, including liens,
security interests, mortgages, and pledges granted by the Borrower or third parties (if
applicable), shall continue unimpaired and in full force and effect, and shall cover and secure all
of the Borrower’s existing and future Obligations to the Bank, as modified by this Amendment.



4. As a condition precedent to the effectiveness of this Amendment, the Borrower shall comply
with the terms and conditions (if any) specified in Exhibit A.



5. To induce the Bank to enter into this Amendment, the Borrower waives and releases and
forever discharges the Bank and its officers, directors, attorneys, agents, and employees from any
liability, damage, claim, loss or expense of any kind that it may have as of the date hereof
against the Bank or any of them arising out of or relating to the Obligations. The Borrower
further agrees to indemnify and hold the Bank and its officers, directors, attorneys, agents and
employees harmless from any loss, damage, judgment, liability or expense (including attorneys’
fees) suffered by or rendered against the Bank or any of them on account of any claims arising out
of or relating to the Obligations, except to the extent any claim, loss, damage, judgment,
liability or expense results from the gross negligence or willful misconduct of the Bank. The
Borrower further states that it has carefully read the foregoing release and indemnity, knows the
contents thereof and grants the same as its own free act and deed.



6. This Amendment may be signed in any number of counterpart copies and by the parties to this
Amendment on separate counterparts, but all such copies shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page to this Amendment by
facsimile transmission shall be effective as delivery of a manually executed counterpart. Any
party so executing this Amendment by facsimile transmission shall promptly deliver a manually
executed counterpart, provided that any failure to do so shall not affect the validity of the
counterpart executed by facsimile transmission.



7. This Amendment will be binding upon and inure to the benefit of the Borrower and the Bank
and their respective heirs, executors, administrators, successors and assigns.



8. This Amendment has been delivered to and accepted by the Bank and will be deemed to be made
in the State of New Jersey. This Amendment will be interpreted and the rights and liabilities of
the parties hereto determined in accordance with the laws of the State of New Jersey, excluding its
conflict of laws rules.



9. Except as amended hereby, or amended and restated by the $30MM Restated Note and the
Restated Loan Agreement, the terms and provisions of the Loan Documents remain unchanged, are and
shall remain in full force and effect unless and until modified or amended in writing in accordance
with their terms, and are hereby ratified and confirmed. Except as expressly provided herein, this
Amendment shall not constitute an amendment, waiver, consent or release with respect to any
provision of any Loan Document, a waiver of any default or Event of Default under any Loan
Document, or a waiver or release of any of the Bank’s rights and remedies (all of which are hereby
reserved). The Borrower expressly ratifies and confirms the waiver of jury trial provision
contained in the Loan Documents.


 


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WITNESS the due execution of this Amendment as a document under seal as of the date first
written above.



	 	 	 	 	 
	 	A.C. MOORE ARTS & CRAFTS, INC.,

a Pennsylvania corporation

Taxpayer Identification Number: 22-3527763

 	 
	 	By:  	/s/ Marc Katz
 	 
	 	 	Marc Katz 	 
	 	 	Executive Vice President and

Chief Financial Officer 	 
	 
	 	A.C. MOORE INCORPORATED,

a Virginia corporation

Taxpayer Identification Number: 22-2546111

 	 
	 	By:  	/s/ Marc Katz
 	 
	 	 	Marc Katz 	 
	 	 	Executive Vice President and

Chief Financial Officer 	 
	 
	 	MOORESTOWN FINANCE, INC.

a Delaware corporation

Taxpayer Identification Number: 52-2066272

 	 
	 	By:  	/s/ Marc Katz
 	 
	 	 	Marc Katz 	 
	 	 	Executive Vice President and

Chief Financial Officer 	 
	 
	 	BLACKWOOD ASSETS, INC.,

a Delaware corporation

Taxpayer Identification Number: 52-2066271

 	 
	 	By:  	/s/ Marc Katz
 	 
	 	 	Marc Katz 	 
	 	 	Executive Vice President and

Chief Financial Officer 	 



 


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	 	A.C. MOORE URBAN RENEWAL, LLC,

a New Jersey limited liability company

Taxpayer Identification Number: 56-2388590

 	 
	 	By:  	/s/ Marc Katz
 	 
	 	 	Marc Katz 	 
	 	 	Authorized Person 	 



	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION

 
	 	By:  	/s/ Dante Bucci
 	 
	 	 	Dante Bucci 	 
	 	 	Senior Vice President 	 




 


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EXHIBIT A TO

AMENDMENT TO LOAN DOCUMENTS

DATED AS OF MAY 31, 2008





A. The “Loan Documents” that are the subject of this Amendment include the following (as any of the
foregoing have previously been amended, modified or otherwise supplemented):



Promissory Note dated as of October 28, 2003 in the original principal amount of $7,500,000

Promissory Note dated as of October 28, 2003 in the original principal amount of $22,500,000

Security Agreement dated as of October 28, 2003

Mortgage, Assignment of Rents and Security Agreement and Financing Statement dated as of October 28, 2003

Promissory Note and Loan Modification Agreement dated March 12, 2007

Promissory Note and Loan Modification Agreement dated January 24, 2008

UCC-1 Financing Statements




All other documents, instruments, agreements, and certificates executed and delivered in connection
with the Loan Documents listed in this Section A.



B. The Loan Documents are amended as follows:




1. $30MM Restated Note. Concurrently with the execution and
delivery of this Amendment, the Borrower shall execute and deliver to
the Bank a restated note (the “$30MM Restated Note”),
evidencing a $30,000,000 line of credit (the $30MM Loan”) in
form and substance satisfactory to the Bank. Upon receipt by the Bank
of the $30MM Restated Note, the original Promissory Note dated as of
October 28, 2003 in the original principal amount of $25,000,000 (the
“Original Note”) shall be cancelled and returned to the
Borrower; the $30MM Loan and all accrued and unpaid interest on the
Original Note shall thereafter be evidenced by the $30MM Restated
Note; and all references to the Original Note in any documents
relating thereto shall thereafter be deemed to refer to the $30MM
Restated Note. Without duplication, the $30MM Restated Note shall not
constitute a novation and shall in no way extinguish the Borrower’s
unconditional obligation to repay all indebtedness, including accrued
and unpaid interest, evidenced by the Original Note.




2. Restated Loan Agreement. Concurrently with the execution
and delivery of this Amendment, the Borrower shall execute and deliver
to the Bank a restated loan agreement (the “Restated Loan
Agreement”) in form and substance satisfactory to the Bank. All
references to the Loan Agreement dated as of October 28, 2003 in any
documents relating thereto shall hereafter be deemed to refer to the
Restated Loan Agreement. 




3. Demand Deposit Account. Bank shall release the $500,000
currently held in a demand deposit account with Bank (the
“Deposit”). After the date hereof, Bank shall not require
that Borrower maintain the Deposit.


 


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C. ISDA Master Agreement. Pursuant to subpart (ii) of the definition of Financial
Agreement as set forth in the ISDA Master Agreement dated as of October 18, 2006 (including the
Schedule and all confirmations relating to any transaction thereunder), among Bank and Borrower, as
amended by an ISDA Amendment dated as of January 29, 2008, Bank hereby consents to amend the
definition of Financial Agreement to include and refer to the following amendments and restatements
between Bank and Borrower.




	 	1.	 	This Amendment;

	 
	 	2.	 	The $30MM Restated Note; and

	 
	 	3.	 	The Restated Loan Agreement.






D. Conditions to Effectiveness of Amendment: The Bank’s willingness to agree to the amendments set
forth in this Amendment are subject to the prior satisfaction of the following conditions:




	 	1.	 	Execution by all parties and delivery to the Bank of this Amendment, the $30MM Restated Note,
the Restated Loan Agreement and other items listed on the Preliminary Closing Checklist
attached hereto as Schedule A.

	 
	 	2.	 	Reimbursement of the fees and expenses of the Bank’s outside counsel in connection with this
Amendment.







 


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